In the matter of Rafic Pty Limited [2017] NSWSC 1013

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Rafic Pty Limited [2017] NSWSC 1013 Hearing dates: 8-9 November 2017 Date of orders: 9 November 2017 Decision date: 09 November 2017 Jurisdiction: Equity - Corporations List Before: Brereton J Decision: (1) Pursuant to Corporations Act s 233(1)(e), the first defendant Rafic Pty Ltd purchase the shareholding of the plaintiff Joseph Fred Essie for a price of $2,388,129.40 and that the company's share capital be reduced accordingly. (2) There be liberty to apply by arrangement with my associate on three days' notice for further directions for the implementation of order 1. (3) The first defendant pay the plaintiff's costs. Catchwords: CORPORATIONS — members' rights and remedies — oppression — whether conduct is oppressive to, unfairly prejudicial to, or unfairly discriminatory against minority – family-owned corporation in which plaintiff was director and employee – family shareholders derived benefit through employment rather than dividends – where plaintiff's employment was terminated and plaintiff was removed as director due to irreconcilable differences – whether plaintiff should be denied relief on the basis that his conduct brought about the behaviour relied upon as oppression. Legislation Cited: (CTH) Corporations Act 2001, s 233(1)(e) Cases Cited: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360; [1972] 2 All ER 492 Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd [2001] NSWCA 97; 37 ACSR 672 Joint v Stephens [2008] 26 ACL 1467; [2008] VSCA 210 Mopeke Pty Ltd v Airport Fine Foods Pty Ltd [2007] 61 ACSR 395 Morgan v 45 Flers Avenue Pty Ltd [1986] 10 ACLR 692 O'Neill v Phillips [1999] 2 All ER 961 Re London School of Electronics [1986] Ch 211 Re R A Noble & Sons (Clothing) Limited [1983] BCLC 273 Texts Cited: Ford's Principles of Corporations Law, 12th ed Category: Principal judgment Parties: Joseph Fred Essey (plaintiff) Rafic Pty Ltd (first defendant) All-Fect Distributors Pty Ltd (second defendant) Paul Fred Essey (third defendant) Representation: Counsel: J Hassett (solicitor) (plaintiff) N J Allan (defendants)